AMENDED AND RESTATED ATHENE HOLDING LTD.Restricted Share Award Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • Delaware
THIS AMENDED AND RESTATED RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”), dated as of [●], 2016 (the “Effective Date”), is made between ATHENE HOLDING LTD., a Bermuda exempted company limited by shares (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).
SECOND AMENDED AND RESTATED MASTER SUB-ADVISORY AGREEMENTMaster Sub-Advisory Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Second Amended and Restated Master Sub-Advisory Agreement (this “Agreement”), effective as of January 1, 2015 (the “Effective Date”), is entered into by and among Athene Asset Management L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”) and Apollo Longevity, LLC, a Delaware limited liability company (“ALL”, and, together with ACM, AGREM, ARM and ALL the “Sub-Advisors”).
SECOND AMENDED AND RESTATED MASTER SUB-ADVISORY AGREEMENTMaster Sub-Advisory Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Second Amended and Restated Master Sub-Advisory Agreement (this “Agreement”), effective as of April 1, 2014 (the “Effective Date”), is entered into by and among Athene Asset Management L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”), Apollo Royalties Management, LLC, a Delaware limited liability company (“AR”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”, and, together with ACM, AGREM, ARM, ALL and AR, the “Sub-Advisors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This STOCK PURCHASE AGREEMENT, dated as of February 26, 2016 (this “Agreement”), by and between Athene USA Corporation, an Iowa corporation (“Athene”), and Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“ARI”).
October 12, 2015 Martin KleinAthene Holding LTD • October 25th, 2016 • Life insurance • New York
ATHENE HOLDING LTD. THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT APRIL 4, 2014Registration Rights Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
WHEREAS, this Agreement is intended to amend and restate in its entirety the Second Amended and Restated Registration Rights Agreement, dated as of December 27, 2012, which amended and restated in its entirety the Amended and Restated Registration Rights Agreement, dated as of October 13, 2010, which amended and restated in its entirety the Registration Rights Agreement, dated as of July 15, 2009 (collectively, the “Prior Registration Rights Agreements”), each by and among the Company and the shareholders of the Company from time to time party thereto; and
MASTER SUB-ADVISORY AGREEMENT ADDENDUM ONEMaster Sub-Advisory Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
This Master Sub-Advisory Agreement Addendum One is made this 24th day of November, 2015 (this “Addendum”), by and among Athene Asset Management, L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”), pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, effective as of April 1, 2014 (as further amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”) by and among the Investment Manager and AEM, Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”), and ARM Manager LLC, a Delaware limited liability company (“ARM” and, together with AEM, ACM, AGREM, ARM and ALL, the “Sub-Advisors”). Capitalized terms used but not defined herein shall have the meanings ascribed
COINSURANCE AGREEMENT between LIBERTY LIFE INSURANCE COMPANY and PROTECTIVE LIFE INSURANCE COMPANY Dated as of April 29, 2011Trust Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • South Carolina
Coinsurance Agreement, dated as of April 29, 2011 (this “Agreement”), between Liberty Life Insurance Company, a South Carolina insurance company (the “Company”), and Protective Life Insurance Company, a Tennessee insurance company (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).
Share Purchase and Transfer Agreement - Project Blue - between DELTA LLOYD N.V. and Blitz 14-164 GmbH and ATHENE HOLDING LTD. (Bermuda)Share Purchase and Transfer Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
FUNDS WITHHELD COINSURANCE AGREEMENT between AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of October 1, 2013Funds Withheld Coinsurance Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Funds Withheld Coinsurance Agreement (this “Agreement”), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this day of February, 2013, by and between Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”), and James R. Belardi (the “Executive”).
SHARED SERVICES AND COST SHARING AGREEMENTShared Services and Cost Sharing Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
This SHARED SERVICES AND COST SHARING AGREEMENT (collectively with the attached schedules incorporated herein, this “Agreement”) is dated October 2, 2013 (the “Effective Date”), and is made by and among the following:
AMENDED AND RESTATED COINSURANCE AGREEMENT between ATHENE LIFE INSURANCE COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of July 31, 2015Trust Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of July 31, 2015, is made by and between Athene Life Insurance Company of New York, formerly known as Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).
GUARANTY dated as of January 22, 2016 among ATHENE HOLDING LTD., ATHENE LIFE RE LTD. and ATHENE USA CORPORATION, as Guarantors, and CITIBANK, N.A., as Administrative AgentGuaranty • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
GUARANTY dated as of January 22, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”) among ATHENE HOLDING LTD., an exempted company incorporated under the laws of Bermuda (“AHL”), ATHENE LIFE RE LTD., an exempted company incorporated under the laws of Bermuda (“Athene Life Re”), ATHENE USA CORPORATION, an Iowa corporation (“AUSA” and, together with AHL and Athene Life Re, collectively, the “Guarantors” and, individually, a “Guarantor”), and CITIBANK, N.A., as Administrative Agent for the benefit of the Finance Parties referred to herein.
CREDIT AGREEMENT dated as of January 22, 2016 among ATHENE HOLDING LTD., ATHENE LIFE RE LTD. and ATHENE USA CORPORATION, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, CITIBANK, N.A., as Administrative Agent, BARCLAYS BANK PLC and ROYAL...Credit Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 22, 2016 among ATHENE HOLDING LTD., an exempted company incorporated under the laws of Bermuda (“AHL”), ATHENE LIFE RE LTD., an exempted company incorporated under the laws of Bermuda (“Athene Life Re”), and ATHENE USA CORPORATION, an Iowa corporation (“AUSA”, together with AHL and Athene Life Re, collectively, the “Borrowers” and individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and CITIBANK, N.A., as Administrative Agent.
Re: Separation Agreement and General ReleaseLetter Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This letter confirms the terms in connection with your separation of employment from Athene Annuity and Life Company and its affiliates (including without limitation Athene Holding Ltd.(“Holding”) and Athene Asset Management, L.P. (“AAM”)) (collectively, the “Company”). The Company and you agree that this letter agreement (this “Agreement”), together with the Repurchase Agreement dated June 21, 2016 (“Repurchase Agreement”) and the restrictive covenant provisions (together, the “Restrictive Covenants”) of your Share Agreements (each, as defined below), represents the full and complete agreement concerning your termination of employment with the Company.
ASSET PURCHASE AND SALE AGREEMENT by and among ATHENE ANNUITY AND LIFE COMPANY, ATHENE ANNUITY & LIFE ASSURANCE COMPANY, and APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. Dated: February 26, 2016Asset Purchase and Sale Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
ASSET PURCHASE AND SALE AGREEMENT, dated as of February 26, 2016, by and among Athene Annuity and Life Company, an Iowa stock life insurance company (“Athene Iowa”), Athene Annuity & Life Assurance Company, a Delaware stock life insurance company (“Athene Delaware” and, together with Athene Iowa, “Buyers” and each, a “Buyer”), and Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“Seller”).
SERVICES AGREEMENTServices Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • London
This Services Agreement (this “Agreement”) is entered into by and between Apollo Asset Management Europe LLP, a limited liability partnership incorporated in England with registered number OC399402 (“AAME”), Apollo Management International LLP, a limited liability partnership incorporated in England with registered number OC316197 (“AMI”), and Athene Deutschland Holding GmbH & Co. KG, a German limited partnership with a limited liability company as general partner (Gesellschaft mit beschränkter Haftung & Co. Kommanditgesellschaft) (the “Client”) on this 1 day of March 2016.
AMENDED AND RESTATED COINSURANCE AND ASSUMPTION AGREEMENT between ATHENE LIFE INSURANCE COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of July 31, 2015Coinsurance and Assumption Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Amended and Restated Coinsurance and Assumption Agreement (this “Agreement”), dated as of July 31, 2015, is made by and between Athene Life Insurance Company of New York, formerly known as Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).
SHARED SERVICES AND COST SHARING AGREEMENTShared Services and Cost Sharing Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
This SHARED SERVICES AND COST SHARING AGREEMENT (collectively with the attached schedules incorporated herein, this “Agreement”) is dated October 2, 2013 (the “Effective Date”), and is made by and among the following:
ContractRegistration Rights Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
FIRST AMENDMENT, dated as of October 6, 2015 (this “Amendment”), to the Third Amended and Restated Registration Rights Agreement, dated as of April 4, 2014 (the “Registration Rights Agreement”), by and among Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”), and the shareholders party thereto (the “Shareholders”).
PURCHASE AGREEMENT BY AND BETWEEN ATHENE HOLDING LTD. AND ATHENE ASSET MANAGEMENT, L.P. DATED AS OF DECEMBER 31, 2015Purchase Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
APPLICABLE 2016 LIABILITY FEE DISCOUNTApplicable 2016 Liability Fee Discount • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
APPLICABLE 2016 LIABILITY FEE DISCOUNT, effective as of September 30, 2016 (this “Discount”), to the Fourth Amended and Restated Fee Agreement between Athene Asset Management, L.P. (“AAM”) and Athene Holding Ltd. (“AHL” and, together with its subsidiaries other than AGER Bermuda Holding Ltd. and its subsidiaries, “Athene”) (as it may be amended, restated or amended and restated, the “Fee Agreement”).
AMENDED AND RESTATED COINSURANCE AGREEMENT between ATHENE ANNUITY AND LIFE COMPANY and ACCORDIA LIFE AND ANNUITY COMPANY Dated as of December 28, 2015Coinsurance Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • Iowa
This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of December 28, 2015, is made by and between Athene Annuity and Life Company, an insurance company organized under the laws of the State of Iowa (formerly known as Aviva Life and Annuity Company) (the “Company”), and Accordia Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (formerly known as Presidential Life Insurance Company - USA) (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”) and amends and restates in its entirety the Coinsurance Agreement, dated as of October 1, 2013, made by and between the Company and the Reinsurer.
EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
THIS AGREEMENT is made and entered into by and between Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”), and Grant Kvalheim (the “Employee”).
AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENTShared Services and Cost Sharing Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance
This AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENT (this “Amendment”), by and among Aviva Life and Annuity Company, an Iowa-domiciled insurance company (“ALAC”), Athene Holding Ltd., a Bermuda exempted company (“AHL”), Athene USA Corporation (f/k/a Aviva USA Corporation), an Iowa corporation (“AUSA”), Athene Life Re Ltd., a Bermuda exempted company (“ALRE”), Athene Annuity & Life Assurance Company, a Delaware-domiciled insurance company (“Athene Annuity”), Athene Life Insurance Company, a Delaware-domiciled insurance company (“ALIC”), Athene Asset Management LLC, a Delaware limited liability company (“AAM”), Structured Annuity Reinsurance Company, an Iowa-domiciled insurance company (“STAR”), Athene Annuity & Life Assurance Company (as successor to a merger with Investors Insurance Corporation, a Delaware-domiciled insurance company) (“IIC”) and Aviva Re USA IV, Inc., a Vermont-domiciled special purpose financial captive insurance company (“AUSA IV”) is effective as of Oc
AMENDED AND RESTATED MASTER SUB-ADVISORY AGREEMENTMaster Sub-Advisory Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • Iowa
This Amended and Restated Master Sub-Advisory Agreement (this “Agreement”), effective as of April 1, 2014 (the “Effective Date”), is entered into by and among Athene Asset Management L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”, and, together with ACM, AGREM, ARM and ALL the “Sub-Advisors”).
Re: Separation Agreement and General ReleaseAthene Holding LTD • October 25th, 2016 • Life insurance • New York
This letter confirms the terms in connection with your separation of employment from Athene Annuity and Life Company and its affiliates (including without limitation Athene Holding Ltd.) (collectively, the “Company”). The Company and you agree that this letter agreement (this “Agreement”) represents the full and complete agreement concerning your separation of employment with the Company.
AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENTShared Services and Cost Sharing Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • Iowa
This AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENT (this “Amendment”), by and among Aviva Life and Annuity Company, an Iowa-domiciled insurance company (“ALAC”), Athene Holding Ltd., a Bermuda exempted company (“AHL”), Athene USA Corporation (f/k/a Aviva USA Corporation), an Iowa corporation (“AUSA”), Athene Life Re Ltd., a Bermuda exempted company (“ALRE”), Athene Annuity & Life Assurance Company, a Delaware-domiciled insurance company (“Athene Annuity”), Athene Asset Management LLC, a Delaware limited liability company (“AAM”), Athene Annuity & Life Assurance Company of New York (f/k/a Presidential Life Insurance Company), a New York-domiciled insurance company (“AANY”), and Aviva Life and Annuity Company of New York, a New York-domiciled insurance company (“ALACNY”), is effective as of October 2, 2013, and amends that certain Shared Services and Cost Sharing Agreement, dated as of October 2, 2013 (as amended, modified or supplemented from time to time, the “Agreement”)
FOURTH AMENDED AND RESTATED FEE AGREEMENTFee Agreement • October 25th, 2016 • Athene Holding LTD • Life insurance • New York
This Fourth Amended and Restated Fee Agreement (this “Agreement”), effective as of August 31, 2016, amends and restates that certain Third Amended and Restated Fee Agreement between Athene Asset Management, L.P. (“AAM”) and Athene Holding Ltd. (“AHL”), dated October 1, 2015 (the “Prior Agreement”).
